4//SEC Filing
Witherell Jeffrey E 4
Accession 0001193125-25-328692
CIK 0001515816other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 4:01 PM ET
Size
19.0 KB
Accession
0001193125-25-328692
Insider Transaction Report
Form 4
Witherell Jeffrey E
DirectorCEO
Transactions
- Exercise/Conversion
Common Stock
2025-12-18+26,534→ 332,738 total - Exercise/Conversion
Common Stock
2025-12-18+44,031→ 376,769 total - Exercise/Conversion
Common Stock
2025-12-18+212,496→ 589,265 total - Sale
Common Stock
2025-12-19$21.86/sh−151,583$3,313,604→ 437,682 total - Exercise/Conversion
Performance Stock Units
2025-12-18−26,534→ 150,279 total→ Common Stock (26,534 underlying) - Exercise/Conversion
Performance Stock Units
2025-12-18−44,031→ 106,248 total→ Common Stock (44,031 underlying) - Exercise/Conversion
Performance Stock Units
2025-12-18−106,248→ 0 total→ Common Stock (106,248 underlying)
Footnotes (6)
- [F1]The amount reported herein reflects 200% of target level for the performance stock units ("PSUs") granted on April 24, 2025 based on (i) anticipated performance determined as of the anticipated effective time of the proposed merger of the Issuer with and into PIR Industrial REIT LLC pursuant to that certain Agreement and Plan of Merger by and between the Issuer, Plymouth Industrial OP, LP, PIR Ventures LP, PIR Industrial REIT LLC, and PIR Industrial OP LLC (the "Merger Agreement") and (ii) and as if such PSUs remained outstanding and eligible to vest as of such effective time.
- [F2]Reflects the number of shares sold by the Reporting Person pursuant to a "sell-to-cover" transaction to satisfy the tax withholding obligations in connection with the accelerating vesting of outstanding restricted stock awards and the accelerating vesting and settlement of outstanding PSUs pursuant to that certain Acceleration and Repayment Agreement, dated December 5, 2025, by and between the Issuer and the Reporting Person (the "Acceleration and Repayment Agreement"). These sales do not represent discretionary trades by the Reporting Person.
- [F3]Each PSU represents a contingent right to receive one share of the Issuer's common stock.
- [F4]On June 15, 2023, the Reporting Person was granted a target amount of 26,534 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2025. In connection with the execution by the Issuer of the Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025.
- [F5]On April 15, 2024, the Reporting Person was granted a target amount of 44,031 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2026. In connection with the execution by the Issuer of the Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Code on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025.
- [F6]On April 24, 2025, the Reporting Person was granted a target amount of 106,248 PSUs, which were eligible to be earned by the Reporting Person based on metrics in respect of the Issuer's stockholder return, as set forth in the applicable award agreement by and between the Issuer and the Reporting Person, over a three-year period ending at the end of fiscal year 2027. In connection with the execution by the Issuer of Acceleration and Repayment Agreement, the vesting of such awards was accelerated to mitigate the potential impact of Sections 280G and Section 4999 of the Code on the Issuer and the Reporting Person in connection with the transactions contemplated by the Merger Agreement, with such acceleration to be effective on or before December 30, 2025, but no earlier than December 17, 2025.
Documents
Issuer
Plymouth Industrial REIT, Inc.
CIK 0001515816
Entity typeother
Related Parties
1- filerCIK 0001708994
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 4:01 PM ET
- Size
- 19.0 KB